What A Crocktopus
by I'm Not Wearing Any Pants
Summary: Ben runs afoul of his worst fear: A ye olden disgruntled neckbeard who hates change. Also naughty tentacles.


Ben 10 is the combined property of Man of Action and Cartoon Network. No copyright infringement intended. That summary is misleading. Smythe has friendly mutton chops. Of evil. And this fic has been on my To Do list for some time. I'll get to the rest. One day.

* * *

Grandpa Max dragged his two struggling grandchildren down the pier of the dilapidated Squid City. Can't imagine what their top selling point is. The air reeked. Numerous screeching sea gulls and their droppings spotted the area.

"Boy howdy, I sure used to love this place as child. Everything was cheaper back then," said Grandpa Max. "You could buy five hot dogs, fries, and a soda for a buck fifty. Now it costs 12 dollars for a single hot dog, drink and fries excluded. We're not even getting into parking fees." He sighed heavily, shaking his head. "It's a real shame they're going to tear this place down to build a far more expensive megaplex. I feel sorry for your future kids and the burden they'll have to bear leftover by the previous generations. I'm not talking about the increasing economic inflation anymore, by the way, I'm talking about the global warming. Well, that and all the nukes."

"Grandpa, you're hurting me," Gwen whimpered. Her delicate shoulder was being crushed by the weight of his meaty paw. He quickly removed it, leaving finger shaped indentations in her thin, putty-like body. Gwen winced, staring in mild horror at her lopsided shoulder. "Ow! Stupid cartoon physics."

"Oops. Sorry, Gwen. They draw you so skinny and frail these days, you kids look like Darfur orphans. You should eat something." He went over to an ice cream stand. "Ah! Here we go. This used to be another one of my favorites as a kid. It's ice cream made with squid ink." He chuckled heartily, leaning down next to her. He did the excitable jazz hands again. "Isn't that so weird? Huh, Gwen? Bet you've never seen anything like that in your young life, eh? Huh, Gwen?" He nudged her with his elbow, but gently this time so as not to damage her fragile person.

"They have that in Japan," Gwen mumbled, rubbing her delicate flesh back into place.

Grandpa Max couldn't move beyond the current scene. He tried to take a step, but his foot remained in place. Neither could Gwen.

"Huh. That's odd. The story won't let us progress any further." He turned and looked around. "Where's Ben? Oh, see now that makes sense. He's not here."

Ben was farther off, standing below the entrance sign that welcomed visitors to Squid City, making a spectacle of himself.

"Ben," Grandpa Max called. "Ben! Come over here so we can progress the story. We need you. We always need you to do everything because we can't. Well, maybe everything except drive. You're too young. Thank God for that. It makes me somewhat more relevant to the plot."

"Yeah, lucky thing there's an unpredictable time out feature on the Omnitrix, otherwise Upgrade or Stinkfly would render you as useless as I am in this series," Gwen said.

Ben shivered with unease, eyes wide at the sight of squiggly purple tentacles far as the eye could see. They decorated every sign, every window, every few feet. Oh, those loathsome squids. So did he encounter Vilgax previously yet? It's going to be fun when he does. Why would they set up this new fear if not and keep making references to it in other episodes.

"I used to fear clowns," Ben squeaked. "Now I fear slimy tentacles. This won't have any impact on my fortitude when a certain villain shows up to destroy earth and rip the Omnitrix from my tender prepubescent boy flesh. If this were written a few months back, there could have been a load of 'good thing Vilgax won't show up in this series' jokes." He sucked in a breath, crouching behind a garbage can. "But now I am afraid," he said, barely above a whisper.

Be afraid, Ben. Be very afraid.

God yes, please let Vilgax be the malevolent humorless badass this series needs to kick it into high gear. His action figure looks awesomely menacing. Not a kid-friendly derp in sight. Too bad it won't be out for ages.

No breath holding, of course. When Hex showed up he looked promising, yet he got immediately hit with the comedy derp stick a few times. Perhaps our dear lord Vilgax will be immune.

Speaking of the derp stick, it's beating Ben pretty good right now.

"Did someone say ice cream? Finally, something relevant to my interests." Ben rushed over, his newly manufactured phobia momentarily forgotten. "Say, when are they gonna get back to the fear of peacocks Omniverse introduced along with the clowns? Remember that? Ha! Peacocks. No, actually, peacocks are pretty scary. They're the aggressively bitchy hair-trigger tempered drama queens of the bird world." He placed his hands on the counter. "Anyhow, I'm back in front and center. You may proceed with the plot." He waved his hand in a get going motion. "So make with the ice cream already, losers."

"You missed the part where Grandpa explained that the ice cream has squid ink in it," Gwen said.

"Ice screaaaaaaaaaaaaam," Ben gurgled, his eyes going wide as saucers. He fell to the ground and adopted a customary fetal position. "This whole episode is going to revolve around me wetting my pants in fear of squids now, isn't it? That's the dumbest thing in the world. Squids aren't scary. They're simply misunderstood. And gross looking. Unless they are specifically Vilgax. He's scary. And gross looking. He's more of a Cthulhu anyway. Now clowns? Clowns are fucking scary."

Unless you enjoy that sort of thing. Then it's Nightmare Fetish Fuel. Clown porn. Go ahead, Google it. I dare you. No, I'm kidding. Don't. Okay, do. Be sure to film your reaction for the internet.

"You wussy, Ben. Clowns aren't scary," said Gwen. "Puberty is scary." She shuddered.

She's right. About the clowns. See Zombozo for examples. I swear if they don't come up with a figure of him in one of the next toy waves, I'm going to be disappointed. Also please bring Psyphon back.

"Ha ha, Ben's got a sudden irrational fear of purple squids!" Gwen pointed at the quivering mass of human ooze that was once her fearless hero cousin and star of the show. "This could work out well for me. Hey, Ben, bet I can eat more squid ink ice cream than you."

Ben bolted upright, slamming his hand down on the counter, unable to resist a challenge to his honor. "No way! No girl will eat Ben Tennyson under the table. Therein lies madness. I'll take a triple extra large!" He placed his hands over his mouth. "Oh God, what have I done? Regret. All I have now is regret."

That and the mental imagine of thousands of disgusting squid babies swarming in his stomach from eating tainted squid ink ice cream. Ew.

"And they'd come out my butt just like the ass bursters from Dreamcatcher," Ben gasped, clutching his face in abject horror.

"Good to see you kids have a healthy appetite. Like Darfur orphans would have had, if their stomachs hadn't atrophied from months of trying to consume themselves. We'll take three squid ink cones," said Grandpa Max to the vendor.

Ben transformed into Cannonbolt for the sake of a short cameo and peeled out, jumping into an unoccupied game booth full of those stuffed animal raccoons in hats things. What the hell are these supposed to be and why do they keep reoccurring.

Gwen sighed. She walked over to the game booth to give Ben a chest-face full of sass.

She folded her arms, staring with the most palpable irritation. "You transformed into Cannonbolt just to pull this little stunt? Remember in the OS when going alien for a stupid reason could cause serious trouble because if the watch timed out when a villain showed up, you'd be screwed?"

Cannonbolt gasped, terribly scandalized. "How dare you insinuate that kind of continuity exists here!" He jammed two of the stuffed raccoons into his ear holes. "Uh, I mean...What? Sorry, lady. Can't hear you. Game's busted. Now move along."

"I know you can hear me! You don't even have ears to plug," Gwen shouted.

The ice cream vendor, who was forced to wear a ridiculous squid hat that made him look like he had long purple dreadlocks, had on an expression that lead one to believe he was contemplating his last day on earth. He acknowledged the request and went to prepare the cones. But, alas. The cones were not to be.

The squid ink ice cream was all gone. "Oh, whoops. We're out. Sorry."

"This ruins my entire day," Grandpa Max whimpered, his bottom lip trembling with crushing sadness.

He turned around to see the last three squid ink cones had been previously purchased by a family of upper middle class suburban jackasses who took a quick selfie with the cones then tossed them into the trash.

"Nope, that shameless display of human ignorance did." Grandpa Max began to cry softly, releasing many manly tears of anguish down his wide bara chin. His dimple looks like a nipple. Chin nipples. Chipples.

"Sorry for not caring, dude. I'm getting laid off and my girlfriend left me," said the vendor in the same dull monotone as he took off the silly hat and walked away from the story.

"Oh yeah! Score!" Ben raised his fists into the air happily. "Saved by plot convenience."

"Every hates the past these days. Why? The past isn't that bad. A lot of amazing stuff happened back then," said Grandpa Max. He put a finger to his lip. "Or a lot of awful stuff. Depends on which decades you get into." He rubbed the back of his head. "The human race has never had a decade that doesn't feature a lot of atrocities and disasters, come to think of it. On second thought, maybe it is better to forget the past."

"Did somebody say...the past?" came a semi-garbled voice through a loud speaker.

Everyone turned around to gawk at the explosion that came from behind a few dozen feet away, signaling the arrival of the newest bad guy in the reboot lineup.

"Oh, thank goodness! A new villain to battle. Now I can get away from these futile attempts to slander my character's bravery in the face of danger for the sake of a toddler based audience."

Ben started running blindly toward the danger as everyone else on the pier ran past him, screaming. He came to a skidding halt when a huge mechanical steampunk squidtopus came into view once the smoke cleared. He trembled with renewed fright.

"Well," he said flatly. "That completely ruins my day."

"My titanic steam powered mecha-squid looks imposing upon first glance, but it's really not and I'll be rendered into yet another ineffectual villain for the sake of both low brow humor and convenience of plot. Although I am extremely charismatic and somewhat competent enough to hold my own against your beloved pipsqueak hero. Therefore you'll find me quite endearing and entertaining and wish me to return for further episodes. Which I assuredly will due to my newfound popularity. Huzzah! Everyone thought the newly introduced villains of this series were going to suck the proverbial donkey balls, but I have persisted as the best of all,"said the voice from within. "That is until the Cthulhu guy from the original series gets here. Hopefully that will take a while."

The mechanical squid arms came slamming down onto the pier around Ben.

"Oh no, it's shaped to look like a squid, I am terrified," Ben said in a bored monotone. "Eeeeeh, I scream with fright." He inhaled deeply and screamed because he had to. It was in the script. He shrugged. "I like being loud."

Two named background characters no one gives a flying fuck about had lines of dialogue, but instead they're going to get crushed to death by a giant mechanical squid arm. I don't like them or their Seth McFarlane style pursed lips thing they do. No one will miss them.

"Whoopsies," said the mecha-squid's voice.

The arm came crashing down, murdering the workers who were going to desecrate Squid City with an expensive laser tag park no one asked for.

"We're not dead," said the guy who's name I don't care to remember nor repeat, lifting debris from his battered body. "Badly injured, maybe. Bleeding a little. It might be ketchup from the nearby hot dog stand that got smashed. I just like pretending to be a victim of unfortunate circumstance for the sympathy."

"Nope, nope, nope," Ben noped away from the fight scene. "Can't do it. No squids! Can't fight squids!"

The tentacle came back and grabbed the woman, lifting her into the air.

"Perhaps this distressed damsel will change your mind, young hero. She won't be good for anything else on this series, hahaha. Also good luck getting any toys of the female characters on this show. They produced a mere handful of the main cast of males. How very telling. But go ahead and believe your precious toy franchise will last another three years beyond its already well stretched means." He let out a high-pitched giggle. "Meanwhile, dwell on the fact that the toylines for the elder series were prolific!"

Gwen gasped so hard, her lungs imploded. Only they didn't. "SEXISSSSSSSSSSSSSSSSMMMMMMMMMMM," she bellowed.

Ben had an inconveniently timed PTSD flashback to his childhood school play where chunky looking rebooted versions of Cash and J.T. put intense pressure on him to not fuck up the play. Even though he would and did. And they helped. So really it was their own fault. Ben was dressed as a little sailor boy. Aww. Odd that he's less cute as a child than he is at ten years old in this series.

"BEN, STAY THERE AND DON'T MOVE SO I CAN HEROICALLY SAVE YOU FROM THIS GIANT STEEL GIRDER BEING IMMINENTLY HURLED AT YOU THAT YOU'RE TOO FROZEN IN PLACE BY FEAR TO SEE OR DODGE," cried Gwen as she shoved Ben out of the way in the nick of time after finishing her sentence.

They landed hard, but otherwise safe and sound.

Gwen pulled out a small notepad and a pen. "Yes, score one point for Gwen." She scribbled down the incident to keep track of how many times the series allowed her to be an active force instead of a passive one. She put the notepad back into her pocket and grabbed Ben by the shirt, looking positively murderous. "Ben? Ben!" She shook him. "BEN! Stop doing this! You can't zone out all the time. We need you to go aliens or the show will be cancelled!" She shook him harder, more desperately. "BEEEEEN! THE LONGER YOU STAY INACTIVE, THE CLOSER OUR SHOW GETS TO BEING CANCELLED!"

"Urgh, just let me die," Ben groaned. He gasped, sitting upright. "No. I have to go hero. I'm the only reason this show is still on the air." He dialed Xonic the hedgeceleran and zipped into action. "Scoobily-doobily zippity-doo! At least XLR8 is still fun to watch. Oh, right. I'm a'scared of squiddles." He slapped his claws on either side of his face and did a mock Home Alone scream.

He weaved between the mecha-squid's legs while squealing like a baby about nasty squid cooties. It's a machine. It's not slimy. It doesn't look much like a squid anyhow. It's got pipes and a clock on it, for fuck's sake. It looks more like a balloon with octopus legs attached. Sort of wearing a hat. With a clock on it. What. Who the heck designs these things for the show?

"I hate anything that looks like a squid because it reminds me of something bad in my terribly oppressive upper suburban middle class childhood and fuck you for not respecting my triggers!" XLR8 dodged two of the mecha-arms while screeching.

"You can't escape the past, fool. No one can," said an oddly dressed man revealed within the machine as the circular door on it opened up. "I simply want to keep reminding everyone how much better it was than today which is completely factual and not my own personal opinion. But everyone keeps bitching at me for it! Therefore, I decided the best course of action was to force them to listen to my inane ramblings about my childhood and all the precious memories I have that are being DEFILED by these infernal reboots and remakes and technological updates by building a bunch of retro steam powered death machines to violently crush them. Now, I ask you...is that any reason to call me crazy?"

"Uh, yes," said XLR8. "Very much so."

"Well too bad. I think I'm perfectly reasonable in my endeavors. Because my opinion is the only one that matters."

"Okay, newest villain of the reboot is a crazy squid-dude," said XLR8 as he raced in circles around the machine's legs. "I guess it's fitting, what with all the rest of the stupid D-list villains with lame gimmicks we got handed in this show."

"I am not a squid-duuuuuuuude, you imitation Sega speed freak ripoff. Neither am I a D-list villain. I am Steam Smythe, and I'm going to be in a lot of episodes," he declared. "Unfortunately, my Clocktopus is only going to be in one. They'll screw up my name for the rest of the season by referring to me as Clocktopus in the promotional material. Those idiots!"

"Wow, you are like the most blatant Take That against the bitchy fans of yesteryear who whine about their favorite cartoons being non-conned every time a new series comes out that's forced to meet the standards placed on them by the new generations' marketing strategies. Or has an art style they don't like." XLR8 snickered into his claw hand. "That's simultaneously sad and funny. Like your big stupid robo-squid somebody designed at 4 in the morning the day of the deadline."

He sped up, racing around the legs as they tried to swat his blue butt into a gooey splatter.

"Ha! You only exist because the crew wanted to make fun of the old fans for complaining all the time!" He put his claw to where the nose on his face would be if he had one and wiggled it. "Nyah nyah nyah nyah! U mad, bro?"

Steam Smythe grimaced with much disgust. "Silence, you accursed memetic scoundrel!"

He brought a tentacle down as XLR8 passed, popping him up, then bitch slapping him through the air. Poor XLR8 landed in a nearby dunk tank for the sake of a quick laugh that would only amuse the current target demographic of 5 year olds.

"Once I'm done here, everyone will realize how much better the original properties were in the action cartoon heyday than anything of the new generations. The past is utterly flawless. Except when it has glaring plot gaps, poor writing, inexplicable retcons, generic artwork, shitty forced romantic quadrangles pandering to the shippers, and numerous animation errors that I will continue to deny the existence of as I prop up my beloved franchises of old. I shall never take off these rose-colored goggles! Never!"

XLR8 raised his head out of the water, spitting some out as if he was a fountain decoration. He climbed over the side of the tank, struggling to get out. "Animation errors? You mean like when characters back in the 1980s were drawn without pants in some scenes and everyone always points it out because it's hilarious?"

"No! Shut up."

"Awww. Was your favorite character drawn without pants?" XLR8 teased.

Steam Smythe grabbed one of the levers on his Clocktopus controls, intending to do some major damage to the crowd that had stupidly gathered around to watch instead of fleeing for safety, but the lever was stuck. It was rusted. It's worn and decrepit. Like him.

He wiggled it angrily in an attempt to move it, applying more pressure with his increasing frustration. "Yes, ha ha, the running joke rears its ugly head. That pitiful Steam Smythe, his own machines never work properly because they're OLD AND OBSOLETE! Everyone's watching him make a fool of himself in public. Oh, how very droll. It only adds an extra layer of humiliation onto the existing insult of his woefully shallow existence, doesn't it? Bet you're just laughing until your sides hurt. Well suck on this, fools!" He jerked the lever into position, raising the tentacle in preparation to smash all who dared get in the way of his dreams.

"Oh no, we should have run for safety while the bad guy was standing their doing his villainous monologue," said a nameless reoccurring background character. "Too bad we're so dumb."

"I'll relish your screams of regret, hahahaha!" Steam Smythe yelped as a sudden barrage of little purple candied squids on a stick came flying at his face. "Ah! What? No! Stop! They're going to get stuck in my magnificent ginger mutton chops!" He batted some away with an effeminate hand motion and whimper. They kept coming.

Below, Gwen accurately demonstrated the direction this show has taken as she flung the squids at Smythe in a repetitive animation cycle.

"Take that! And that! And that! You have no right to tell people what they can't and can't enjoy just because you don't like it, you douchebag. Cartoons aren't made for you. They're made for CHILDREN. The incredibly stupid children. Children who've been so overstimulated by 24/7 media saturation for the past few years, they can't pay attention for longer than 11 minutes at a time and TV corporations are forced to adapt to this problem instead of trying to resolve it," Gwen yelled.

She flung more squids, harder and harder with the force of her hatred. Her tiny useless girl muscles could only do so much. Steam Smythe continued to be mildly distressed by the attack.

"Uh, Gwen. Is this even going to accomplish anything?" Grandpa Max asked, trying to get another line of dialogue in before his purpose in the plot ran out.

"It does as much as yelling at someone on the internet," Gwen said. "It makes me feel better! And that's enough for me."

"Hey, you're right." Grandpa Max grabbed some squid sticks and began chucking them at the crazy man in the mechanical octopus. Squid, whatever. "You're only projecting your own obvious flaws onto everyone else around you to make yourself feel better about your massive insecurities! Like or not, sometimes a film sequel can be better than the original! They may have nostalgic value, but face it, no one wants to play 8-bit video games anymore!"

"Alien Force had a lot of problems," Gwen shouted. "Just look at the Headscratchers page!"

"But don't look hard," Grandpa Max said with an ominous tone. "There's Tropers in there."

And then everyone remembered Troper Tales and grew uncomfortable. RIP, CrazyGoggs. Stared into the abyss too long.

"ENOUGH OF THIS!" Steam Smythe plucked a squid pop out of his beard and threw it down before he grabbed another lever. He landed two tentacles on either side of the annoying pests who used to be the formerly awesome Gwen Tennyson and Grandpa Max Tennyson. If this was the OS, his ass would have been grass and in jail by now. A third slipped around them, grabbing them and lifting them into the air while they looked hilariously frightened.

"I use archaic words the children will have to look up in the dictionary, ha ha," said Steam Smythe as he confronted the pair.

"Well, there's Google, so," Gwen said. She silenced herself from further snippy remarks when the tentacle tightened its grip.

"I would gladly murder you in cold blood if not for the fact this is a more child-friendly version of Ben 10 and I wouldn't be allowed by the censors to so blatantly endanger your lives in the ways the past shows did."

"But this is a fanfi-"

Grandpa Max put his hand over Gwen's talkative little mouth. "And just as well. It's unfitting for your character. After all, a true gentleman never assaults little girls or the enfeebled."

"Yes, but a ten year old boy is just fine in my code of ethics, of course. Or there could be no battle in which to show off the toys, now could there," said Steam Smythe, lounging in his seat.

Ben's been in that dunk tank for a while, hasn't he.

Gwen pulled a heavy leather glove out of nowhere and slapped Steam Smythe in the face with it. "You have offended us, sir. We demand satisfaction. We challenge you to a duel."

Rubbing his reddened cheek, Steam Smythe grimaced. "Ow! Where did you even get that? Oh, never mind. A duel? Ha! I scoff in your general direction. You've already been beaten, or haven't you noticed yourselves constricted by my mechanical beast's steely tentacle?"

"No, we're going to pick Ben to fight for us because rules of etiquette and such." Gwen pointed to the dunk tank.

Ben was struggling to get out of it for the past minute and a half. He transformed, then yelled when he comically lost his grip, falling back in. What a lovable dope.

"I'm not this inept at everything. I wanted to take a break," he said as he hid half submerged in the water. "Thank goodness for obfuscating stupidity."

Steam Smythe rubbed his large chin. "Ooh, a chance to show off my villainous capability so they'll consider me for even more episodes. I like it. Duel accepted!"

He set them down and leaned his stupid robot really close so he could address them from a few inches away to spout his most ridiculously awesome lines.

"If I win this duel, you have to admit the reboot sucks compared to the old series. And also you have to admit than I, Steam Smythe, am the best villain on the reboot, and one of the only things making it entertaining to watch. Which I clearly am. But you will have to swallow your foolish pride and admit it officially, nya ha!"

"Sure," said Grandpa Max, shrugging.

"And if we win, you have to admit the OS itself was full of plot holes and animation errors. It's not perfect. None of the franchise is," Gwen said. "It's a cartoon meant to sell toys."

Steam Smythe inhaled angrily. "Oh, very well. Since I'm going to win anyway. Your heroic champion has until noon to prepare for his early demise. Now. Look at the clock hat on my Clocktopus! It's the bees knees."

All of the background characters were impressed. It doesn't take much to impress those kind of people the background characters are representations of.

"Cool there's gonna be a fight," one of them said.

"I'm gonna get me some popcorn," said another.

Ben struggled out of the dunk tank. He had to get out because he was getting pruney skinned.

"I'm trapped in a nightmare. I thought I was going to have to fight a lame new villain whose theme is supposed to be his inability to let go of the past...in a brand new series based on an old show. My head hurts." Ben dropped to the ground, freeing himself of the dunk tank, only to stumble around drunkenly beneath the weight of his predicament until Grandpa Max caught him and helped him steady himself. "A rebootmare!"

"No time for an another existential crisis, Ben. We've got to lure all these unintelligent background characters with death wishes away from here. They'll never leave on their own knowing there's a battle coming up," said Grandpa Max. "You know how much the unintelligent love violence."

Gwen cupped her hands around her mouth, shouting. "EVERYONE, GO HOME. THE SHOW'S CANCELLED."

The crowd of unbelievers held up various signs they had apparently gone and either purchased or made in that short amount of time. They said things like "Octopwn'd" and "GET REKT" for the target audience to identify with and laugh at if they felt so embarrassingly inclined. Some did have buckets of popcorn in canon. Extra large.

"FIGHT, FIGHT, FIGHT," somebody chanted.

Gwen gave a sigh. "Well, I tried. They won't move." She turned away. "Let 'em die, I guess."

Like I said, no one will miss them. In fact, the show would be better if they didn't exist. It would be funnier as well. You'd be able to see how little there is to it if all the annoying background and side characters were removed, leaving simply Ben, the villains, Gwen and Max. Superfluous filler, gone. Okay, the only other characters who get to stay are Max's old college badminton team. Not the coach.

"I can't fight the squid! He's not Vilgax! It wouldn't be right!" Ben yelled. "Also I'm messed up from this one stupid incident in my past during a school play where I ruined everything because Cash and J.T. dropped a foam squid tentacle prop on me. Everyone laughed. The humiliation I felt was immeasurable. I'm glad I wasn't wearing a dress. I was wearing a sailor suit. That's bad enough."

"Ben, holding onto the past can severely cripple your judgement and growth as a adult," said Grandpa Max. "I recommend not doing that or you'll end up like Steam Smythe. Or the nigh unpleasable periphery demographics of every cartoon fanbase in existence. Sitting in a dark room, in front of a PC screen, hating. Endlessly hating. And fighting. Over a kid's cartoon. A kid's cartoon that doesn't conform to their every selfish personal whim and insanely deluded fantasy. That or writing shitty parodies for eight years about an observational and experiential combination of all of this, wasting their time when they could be doing something far more constructive. That, Ben...that's no way to live."

"Well then, congratulations. You've pissed me off," Steam Smythe said, rising from the water once again in his shitty Clocktopus that won't become a toy vehicle one day. "I hope your heroic fool is ready to battle. I will win this day with the sheer ferocity of my enraged offense over trivial matters."

"Ben, only you have the power to do anything remotely competent in this show," said Gwen through her coughs as they all waved away the noxious steam farting out from the octorobot's pipes. "You're the main character!"

"You're right, Gwen." Ben raised his hands in some bizarre pseudo-karate technique that made Gwen jealous. "I'm the only one who can stop this guy. And I'm going to use a super special secret technique to do it." He raised his right knee, sucking in a breath. "Whoooaaaaaaaaaa...ki-yaaaaaaaaah, yeaaaawwww!" That's Kung Fu speak for "Watch out, you can't handle what I'm bringin', boooooooi." It's gibberish.

"Gosh, what is this technique, Ben?" Gwen asked with anticipation.

"I'm going to," Ben began, turning on his heel. "RUN AWAY RUN AWAY RUN AWAY RUN AWAY!"

And so he did.

Everyone was silent, stunned. Then confused. Then angered.

"Aw man. What? Come on! Ben's characterization is like something out of a bad fanfic. He's a total wimp now," said some dude in the crowd. "I don't like this show anymore." He put down his sign. "I'm so disillusioned, I don't know what to think anymore. Except that everything sucks. And cartoons are stupid!"

"I wanted to see cartoonish violence, drama, and action! Not forced humor, product placement, and cutesy-stupid baby junk! This show sucks!" someone else shouted.

"Yeah," chorused the incensed crowd.

"THEY'RE RIGHT! THIS SHOW SUCKS!"

"MoA lied to us! Tramm Wigzel lied to us! They heavily implied was going to be a good show back before it premiered! They all lied!"

The crowd grew louder, more disruptive. Everyone took the opportunity to fling out more long pent-up grievances.

"I really don't like the direction the show's taking with all the random slapstick humor. It's seems too desperate to pander to the Teen Titans Go crowd."

"Most of the new villains are exceptionally uninteresting."

"When will Kai or Julie show up? I require an aspect of potential shipping in order to enjoy things."

"What is Zak Storm, and why is every making those references to it all the time?"

"The art style is shit."

"WHERE IS VILGAX!"

"It's too short. I miss the old format."

"The continuing Flanderization of Ben getting the wrong alien is SO FUCKING STUPID!"

"Us background characters don't look like we belong in this show. We look like rejects from Be Cool, Scooby Doo! Or Family Guy. What the fuck? And why do we keep appearing in every episode? Why is there only a handful of us out there? Following around Ben and company on their summer vacation, apparently. How is this coincidental?"

"Why did they make a figure of Kraab but not Sixsix? Why are there so few villains in the upcoming toyline? Where are Gwen and Max's figures?"

"BRING BACK VILGAX!"

"There should be more Hex episodes. Ones where he doesn't act like a total dummy."

"Nothing, repeat NOTHING is canon after the OS. Nothing! Not even this one. Screw Word of God! Executive producer means nothing. Nothing! NOTHING!"

"Ben 10 should have ended with Omniverse. In my personal opinion, it does."

"They should have continued on with the Omniverse road trip instead of this piece of shiiiiiiiiiiiiiiit!"

"This series had one of the best rogue's galleries and now they're all reduced to comically inept mockeries of themselves in this reboot."

"Is Charmcaster coming back? Will Gwen ever get magic again? Why did they change Lucky Girl from Gwen's original super heroine creation to an existing franchise itself she's simply a fan of? Was it to further reduce her impact in the show?"

"Ben 10 is more popular in other countries than the United States which created it! Double you tee eff!"

"This show should be more anime style. All shows should be more anime style. I'm a weeaboo."

"Gwen has gotten consistently uglier since the OS. Her Omniverse design was absolutely hideous. I can't ship her with myself anymore. I mean, uh, Kevin. Long live Gwevin!"

"I now realize that Omniverse was nowhere near as bad as this show in retrospect. It looks like a masterpiece in comparison. Screw this, I'm gonna go home and watch that one. It also had a way better toyline. Which I have collected every single one of! Unlike all you paupers."

"Funny how it took Man of Action's writing some really shitty Marvel shows for people to finally start criticizing Ben 10 which suffered from a lot of the same shitty writing, but no one said a word about it."

"Kevin has also gotten consistently uglier after UAF and I can no longer ship myself with him due to his excessive chin length. I mean ship Gwen! Gwen! Anyway, I hope to see him make an appearance so this terrible reboot is worth watching, otherwise I will be forced to mail another death threat to the executive producers and director. Now if you'll excuse me, I have to stick more pins into the eyes of my Derrick J. Wyatt voodoo doll."

"STOP RAPING MY CHILDHOOD!"

"I really miss Wildmutt! That was one of my favorite aliens. The reference in Freaky Gwen Ben just made me more depressed. He's not weak!"

"I wish Dwayne McDuffie were still alive."

"It started when an alien device did what it did, and stuck itself upon his wrist with secrets that it hid, now he's got super powers, he's no ordinary kid, he's Ben 10! Sorry, I really miss the theme song."

"Uh, people don't seem to realize that the original pitch for the show was modeled after Dial H for Hero. That's why the aliens look more like, uh, human superheroes now. Because, uh, MoA has more creative control. Which they aren't able to use to its full potential. Stop blaming them for everything wrong with this series! Just go watch the original if you hate this one so much! Guaaaaaaah!"

"I LIKE BOOBIES! I WISH MORE CARTOONS WOULD PUT MORE BOOBIES IN BECAUSE I LIKES BOOBIES! BOOBIES!"

"This fanfic sucks! This author is a retard! They can't write anything funny to save their own life! They should do something to benefit humanity and kill themselves!"

"This episode would be cooler if Doctor Animo was in it and made a big cybernetic mutant squid."

"MY MOM ALSO MAKES GREAT MEATLOAF."

Another guy pointed an accusing finger at Ben. "This show is lame. You made Ben 10 lame! I hope you're happy," he shouted. "You dork. I have lost all respect I once had for you as a character. Not my Ben!" He walked away.

"Yeah," several in the crowd echoed.

The crowd began to disperse all at once, booing and jeering. They vanished into the fiery portal from whence they spawn whenever the show needs to pretend it's got a living, breathing world full of human beings like the other shows actually had. Or maybe they all turn back into cardboard cutouts or weird finger paint splatters when no one's looking and they're not the focus in the scene. Either way, they were gone and we gained a much needed respite.

"Ha ha, he laughs in triumph," said Steam Smythe victoriously. "There's no one to defend either your mangled characterization in this needless reboot or the megaplex about to be built here thanks to corporate greed. Oh ho! The parallels." He flinched as a thin stream of water hit his face, letting out a sharp shriek at its sudden frigid temperature on his exposed flesh.

Below, Gwen and Grandpa Max were now armed with squirt guns from one of the games.

"This is highly ineffective. But it's funny, right?" Gwen hoped. No, not really. "Whatever. I'm having fun. At least I didn't get shoved out of the plot entirely for half the episode while Ben did all the cool stuff. I only get so many of these moments." She squirted Steam Smythe again, aiming deliberately for the eyes.

"GAH!" Steam Smythe dodged the blasts as best he could while confined to his driver's seat in his stupid steam powered squid. "Normally, it would go against my standards of behavior to ever hit a lady or an old man. But you, my irritating gnats, are making it very hard to...GAH! NOW THAT HIT MY EYE!" He covered his injury protectively with his hand. "Exception declared," he grunted, reaching for one of the levers. "See you in reboot hell come 2019, when this dreck is buried and forgotten, little more than a dark stain on the history of toy based cartoons!"

The tentacle came down upon Grandpa Max and Gwen, about to smash them into little more but a memory until Four Arms showed up to stop it. In the nick of time. As always.

"I'm not as dumb as everyone thinks I am," he said. "Or as the writers make me look."

He says, as the next scene happens.

"Oh, right. Still terrified of squids thanks to that school play four years ago," said Four Arms before he screamed and ran.

Steam Smythe followed in murderous pursuit.

"Oh no, not another flashback to my tormented youth and brief cameos from Cash and J.T.," Four Arms yelled, trying not to smash into anything as his mind went elsewhere.

"Squiiiiiiiiiiiiiiiiiiiid," young Ben wheezed beneath the disgusting fake suckers on the foam prop tentacle in his formerly repressed traumatic memory flooding back for the sake of dull comedy and possibly foreshadowing.

"Oh, God. The horror, the embarrassment. Fetal position time." Four Arms began to cry. Twin waterfalls from both sets of eyes. No joke. He seriously did in canon, but not that much.

Steam Smythe took advantage of Ben's distraction and grabbed him in a crushing tentacle death grip.

"Just look at you. This generation has been so coddled, so accommodated, so SAFE SPACED, you can't get over some embarrassing incident that happened to you during childhood and it caused you to cease being able to function in the real world years later," said Steam Smythe. "In my generation, we didn't have such a luxury. We either matured and learned how to deal with distressing social situations on a daily basis or we became failures in life, unable to work or form relationships, destined to be kicked from one curb to the next, not babied. Despised and reviled, ridiculed! A justified embarrassment to family and associate. It was such shaming that kept one's motivation to succeed in life, not fail. No one would put up with this kind of bullshit sixty years ago."

"Uh, you look like you were born in the '70s, dude," Gwen said through her cupped hands. "Seriously, how old are you? I bet you're an IT guy when you're not LARPing in this steampunk get up, whining about the good ol' days."

Steam Smythe let out a high-pitched gasp of the purest offense. "BLASPHEMY!"

"Ben, we've only got two minutes. You have to find the will to fight so we can wrap this up already," Grandpa Max shouted to him, looking at his watch. "We've gotta get ready for the next episode parody. No one wants to read something this long unless there's the prospect of biologically impossible smut in it."

"Everyone's right. I am cool, no matter what Ben 10 series this is, no matter how much the show around me sucks ass. Because I'm the average ten year old heterosexual white boy kid superhero everyone who buys the most merch can easily relate to. That's why we all have that same generic template. But I'm the best of all. I'M FUCKING BEN TENNYSON! AND I CAN DO ANYTHING! Except get this show a third season."

Four Arms ripped the tentacle from the base and threw it.

"Oh, well. Good thing I've got seven more where that came from," said Steam Smythe. "Or can't you count?"

"Not very well. But I've got four arms to deal with them," he said, ripping off two more."

Steam Smythe let out another short shriek. "Hey, stop that! You're messing up my villainous aesthetics! If you insist on breaking my Clocktopus, I shall have to switch to another theme. Perhaps a dirigible with some small army of rusty mecha-mooks to do my heavy lifting." He tried pulling a lever on his crumbling piece of junk, but it didn't work right away. This will keep happening, right. Every time he shows up. His theme is being disappointed that the past isn't really as good as he remembers. Ha ha. "Perhaps I should oil my machinery more or do a slight bit more maintenance."

When he looked down, Four Arms was gone.

"Ha, ran off to check his idiotic little texted messages, did he? Kids these days. Absolutely no attention span whatsoever. That's why their cartoons are now barely 10 minutes long and filled to the brim with lazy writing with humorless comedy. A most deadly combination. Deadly for brain cells! Not that they had many to begin with, ho ho. My rapier wit!"

"HA, see, you're totally a parody of bitchy fans complaining about new gen cartoons, that line proved it! That kids lack of attention part was totally a chunk of canon dialogue, by the way. Lifted word for word," Four Arms said as he appeared behind the Clocktopiece of shit and threw a steel girder at it. "Even the writers acknowledge its embarrassing truth as they're forced to make these increasingly generic ten minute toy commercials full of shitty random goofy humor that supposedly appeals to young boys ages 4-12!"

The huge piece of steel made a direct hit, sending Steamy spinning out of control on his own swivel mechanism. He went to pull the Stop lever.

"BUT OF COURSE IT DIDN'T WORK RIGHT AWAY, YES, THAT'S THE JOKE! IT'S ALWAYS THE JOKE," he screamed, pumping the lever over and over while trying not to vomit. It finally worked right and he came to a screeching halt. His anger could not be contained. His face grew red. It might have been from the burning coal fire in there. It had to be super fucking hot inside that thing. "It is," he gasped, sweat pouring down his face. "This outfit isn't helping any."

"Less bitching, more battling," Four Arms grunted.

There was a duel between the two using steel girders as swords, but it wasn't exciting. So let's skip that and get to the part where Four Arms punts Steam Smythe into the water.

"Kick," Four Arms said as he did so. The villain landed with a splash in the water.

"Oh no! My steam powered mecha-pus does not work well in water when the doors are open, allowing it to soak my precious coal reserves," Steam Smythe cried as he sank into the water. Steam shot up everywhere, obscuring the view.

He popped up a few seconds later in a leg powered ye olden heliflyer or whatever they're called in the correct term. I don't care.

"I'm still calling this a victory for myself since I'm getting away. And all bad guys who have repeatedly gotten away in this series have gained figures fashioned of their likeness in the upcoming toy release. That would be Hex, Animo, and myself. And no one else! So good day to you all." He stuck out his tongue and gave a most loud raspberry.

Then he flew away, yelling out some more stupid things for the sake of needless forced comedy.

"Way to go, Ben. You put that disgruntled man-baby whiner back in his place. An internet forum cesspool instead of the public where he could be an actual danger to others with the force of his obsessive psychotic rage. And access to deadly though obsolete technology," said Grandpa Max, patting Ben on the back.

"Great. He's getting away thanks to the inconveniently timed out Omnitrix that only does that when the plot requires it," Ben grumbled. "Otherwise I could have easily turned into Stinkfly and torn the wings off that dumb flappy wing machine, ending Smythe's next reign of terror before it began."

Grandpa Max placed a hand on Ben's shoulder. "Yeah, but that would reduce episodes, Ben. That's why the major villains don't stay in jail. I'm not sure they even make it there at all. If they do, it's a revolving door prison."

"The moral of this story is don't try to cling to the past because you literally can't. Progress moves with the status quo. If you can't afford it, learn it, or relate to it, you're out of luck. Also planned obsolescence exists. So suck it up and get used to it," Gwen said, giving herself another line of dialogue she didn't get in the actual episode. Then she pulled out her smartphone and made some duck lips.

"And I'm totally over my fear of squids now. A little. Until Vilgax gets here," Ben said. He turned to Grandpa Max. "Hey, Grandpa, can I get an ice cream that isn't squid flavored from somewhere?"

"Sure thing, Ben. Come on, kids," he said, placing his arms around both of them in a grip that signaled something worse was about to happen in the next trip. "Let's go to the Cos-Con Cosplay Con. They've got some of the best Doritos and Mountain Dew flavored ice cream you'll ever have. Also Star Trek references!"

Ben and Gwen screamed.

"My nightmare, Ben gasped. "It's not over!"

Not by a long shot.

End for now


End file.
